FedEx Compensation Arrangements with Outside Directors (2011-2012)

Summary

FedEx has set compensation terms for its outside (non-management) directors, including a $20,000 quarterly retainer and $2,000 for each in-person Board or committee meeting attended. Directors participating by phone receive 75% of the meeting fee. Committee chairpersons receive additional annual fees: $13,500 for most committees and $22,500 for the Audit Committee. Each outside director elected at the 2011 annual meeting, or before the 2012 meeting, receives a stock option for 5,970 shares of FedEx common stock.

EX-10.1 2 c25848exv10w1.htm EX-10.1 exv10w1

Exhibit 10.1

Compensation Arrangements with Outside Directors

In September 2011, the Board of Directors and its Compensation Committee conducted their annual review of non-management (outside) director compensation and approved no change in the quarterly retainer, meeting fees or committee chairperson fees. Accordingly, outside directors continue to be paid:

	•	a quarterly retainer of $20,000;

	•	$2,000 for each in-person Board meeting attended; and

	•	$2,000 for each in-person committee meeting attended.

Directors who attend a Board or committee meeting telephonically are paid 75% of the applicable in-person meeting fee.

Chairpersons of the Compensation, Nominating & Governance and Information Technology Oversight Committees are paid an additional annual fee of $13,500. The Audit Committee chairperson is paid an additional annual fee of $22,500. In addition, each outside director who was elected at FedEx’s 2011 annual meeting received a stock option for 5,970 shares of FedEx common stock. Likewise, anyone else who is elected to the Board as an outside director before the 2012 annual meeting will receive a stock option for 5,970 shares of FedEx common stock in connection with his or her election.